Constant Clicks AdWords Terms of Service
In this Agreement, the following words have the following meanings:
“Agreement Date” The Agreement Date means the date which is the earlier of the Client accepting the Campaign Particulars by email to the Company or signing a hardcopy of this Agreement enclosing a copy of the Campaign Particulars.
“Campaign Particulars” The Campaign Particulars provided by the Company to the Client setting out the Client, Fee, Minimum Term, Search Engines and Website.
“Client” The Client, as detailed within the Campaign Particulars and including its representatives.
“Company” The Company, as detailed within the Campaign Particulars shall supply the Services under the terms of this agreement to the Client.
“Minimum Term” The Minimum Term or ‘time-frame’ of the campaign outlined in the Campaign Particulars.
“Ongoing Fee” Equal to the Weekly/Monthly instalments and is exclusive of GST.
“Ranking” The Ranking detailed within the Campaign Particulars.
“Search Engines” The Search Engines, as detailed within the Campaign Particulars.
“Services” The provision of AdWords Optimisation services to improve elements of the Google AdWords campaign for the purpose of having the Website found and listed by Google Search Engines in searches and attempting to improve campaign performance.
“Term” The period between the Agreement Date and the date this agreement is terminated.
“Website” The location defined by the unique resource locator (URL) being targeted by the campaign being the Website, as detailed within the Campaign Particulars.
The Company shall communicate to the Client the Campaign Particulars by email. The Client shall acknowledge and accept the Campaign Particulars by reply email (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services. In the event a hard-copy Agreement is being utilised the Client shall acknowledge and accept the Campaign Particulars by signing the Agreement and furnishing the Company with a hard-copy, facsimile or scanned copy (prior to the campaign commencing) and in doing so enters this Agreement for the provision of the Services.
Payment of Company Fees
The Client agrees to pay the Company the Upfront Fee and the Ongoing Fee for the Services for the Term of this Agreement. Where applicable the UpFront Fee may be paid in instalments as detailed in the campaign particulars. After the expiration of the Minimum Term, the Client agrees to pay the Company the Fee for continued service until the Agreement is terminated. Payments of the Upfront Fee and Ongoing Fee must be made by an automatic credit card direct debit in advance in cleared funds scheduled in advance for the payment period. No work will commence until such payment is made or direct debit scheduled.
Payment of Google Ad Spend
The Client agrees to pay Google directly via credit card for Google AdWords spend and is aware that Google spend is plus GST. Acknowledge of loss to company if the agreement is terminated before the expiry date of minimum term
The Client acknowledges and agrees that the Upfront Fee is calculated on the basis of the Services being provided over the Minimum Term and that a disproportionate amount of work is required to be undertaken by the Company for the Client in the provision of the Services during the early part of the Minimum Term. The Client acknowledges that the timing of the labour and assets will be deployed by the Company to provide the Services will occur in the best interests of the Services without direct correlation to the value accrued by the installment payments of the Upfront Fee. Typically more value will be delivered in the early stages of the campaign than has been accrued and the Company will incur substantial loss in the event the Client terminates the agreement without cause during the Minimum Term. Such loss is quantified to be the balance of the Upfront Fee.
To protect the intellectual property and trade secrets of Company, Company (Constant Clicks) does not provide any Google AdWords account access to client and Company will retain ownership of the of AdWords account.
Client of fee when client terminates agreement
In the event that the Client terminates the Services within the Minimum Term from the Agreement Date the entire outstanding Fee shall be immediately due and payable. The Client agrees that it shall be liable for and shall pay the balance of the Fees remaining within 7 days of termination.
Term of agreement
This Agreement shall continue for the Term from the Agreement Date.
Termination of agreement
Either party may terminate this Agreement by giving each other one (1) month’s written notice after the expiry of the Minimum Term from the Agreement Date.
If work is delayed through no fault of the Company or if the Client changes their mind and longer wants the Company to continue providing the Services (except where such change of mind arises because there is a breach by the Company of this agreement), no refund or compensation will be payable by the Company to the Client.
To the extent permitted by law and subject to any consumer guarantees the Client has under the Australian Consumer Law, the parties agree that neither party shall be liable to the other for or in relation to any consequential loss (which includes but is not limited to loss of profits, loss of revenue, loss of business opportunities, loss of anticipated business opportunities, loss of anticipated savings and damage to goodwill) which relate to the obligations of the parties or arising from a breach by either party under this agreement.
Restraint on using company staff
In consideration of the Company agreeing to provide the Services to the client, the Client agrees and warrants to the Company that it and its related parties shall not engage any Company staff either as an employee or contractor at any time during the Term of this Agreement or within 12 months of the termination of this Agreement.
The parties covenant that they will not at any time make any disparaging comments or disclose any information or make or publish any statement or do any other thing which may tend materially to harm or prejudice the other party’s reputation or good name (prejudicial information), this includes both parties not making disparaging comments or disclosing prejudicial information about the other through the use of social media, web discussion groups, websites or other like forums. The parties agree to immediately remove any prejudicial information posted online immediately upon written request of the other party.
The parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement and the Company would not have entered into this Agreement without the inclusion of this provision. The parties acknowledge and agree that a breach of this non-disparagement provision or disclosure of prejudicial information about the other party as described above will be a material breach of this Agreement and may cause material damage to the other party and that damages may be inadequate compensation for such a breach of this provision and, subject to the court’s discretion, the non-breaching party may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be a breach of this provision.
Where Client fails to pay all outstanding amounts within 30 days Company will take further action to recover debt which may include but not limited to issuing a letter of final demand, employment of a debt recovery service, registration of the default with a credit reference agency and/or court action. Any additional costs of recovery of outstanding payments will be recoverable in full by the Client
Indemnity by client
To the extent permitted by law, the Client is liable for and agrees to indemnify the Company in respect of any loss or liability which the Company suffers, incurs or is liable for as a result of (i) any information given by the Client that is not accurate, up to date or complete or is otherwise misleading; or (ii) any breach of these Terms, or (iii) any damage to the reputation of the Company suffered as a consequence of the Clients breach of the Terms.
The Company’s failure to act with respect to a breach by the Client or others does not waive its right to act with respect to subsequent or similar breaches.
This Agreement is subject to the jurisdiction of the State of Queensland, Australia and the parties irrevocably submit to the jurisdiction of the courts of the State of Queensland.
If the terms of this Agreement differ from any other information that the Client has been provided with, including by email or phone, the terms of this agreement apply, unless the Company agrees to otherwise in writing. This Agreement and the Campaign Particulars supersedes all prior representations, promises and warranties.
The Client must not assign or deal with the whole or any part of its rights or obligations under the Agreement without the prior written consent of the Company. Any purported dealing or representation in breach of this clause is of no effect.
If any provision (or part of it) of the agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) of the agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from the agreement and the remaining provisions (and remaining part of the provision) of the agreement are valid and enforceable.
Where clause is intended to operate after the expiry or termination of this agreement (including but not limited to Non Disparagement, Restraint on Using Company Staff, Indemnity by Client and Exclusivity (if included)), the parties agree that such clauses shall not merge and shall continue to be enforceable.
The Client appoints the Company to act as its exclusive provider of the Services for the Term subject to the following:
a) this exclusivity provision only applies to Services provided in [insert state/territory/country] (Territory). The Client shall not be prevented from engaging another provider of services similar to the Services if that provider will provide its services outside of the Territory.
b) this exclusivity provision only applies to Services in relation to [insert specific industry provisions] (Relevant Industry). The Client shall not be prevented from engaging another provider of services similar to the Services if that provider will provide its services outside of the Relevant Industry.